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10.2 Merger; Modification. This Agreement incorporates and includes all prior <br /> and contemporaneous negotiations, correspondence, conversations, agreements or <br /> understandings applicable to the matters contained herein and the parties agree that <br /> there are no commitments, agreements, or understandings of any nature whatsoever <br /> concerning the subject matter of the Agreement that are not contained in this document. <br /> Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon <br /> any prior or contemporaneous representations or agreements, whether oral or written. <br /> No alteration, change, or modification of the terms of this Agreement shall be valid unless <br /> made in writing and signed by the Consultant and the COUNTY. <br /> 10.3 Governing Law; Venue. This Agreement, including all attachments hereto, <br /> shall be construed according to the laws of the State of Florida. Venue for any lawsuit <br /> brought by either party against the other party or otherwise arising out of this Agreement <br /> shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United <br /> States District Court for the Southern District of Florida. <br /> 10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be <br /> deemed cumulative and additional, and not in lieu or exclusive of each other or of any <br /> other remedy available to either party, at law or in equity. Each right, power and remedy <br /> of the parties provided for in this Agreement shall be cumulative and concurrent and shall <br /> be in addition to every other right, power or remedy provided for in this Agreement or now <br /> or hereafter existing at law or in equity or by statute or otherwise. The failure of either <br /> party to insist upon compliance by the other party with any obligation, or exercise any <br /> remedy, does not waive the right to so in the event of a continuing or subsequent <br /> delinquency or default. A party's waver of one or more defaults does not constitute a <br /> waver of any other delinquency or default. If any legal action or other proceeding is <br /> brought for the enforcement of this Agreement or because of an alleged dispute, breach, <br /> default or misrepresentation in connection with any provisions of this Agreement, each <br /> party shall bear its own costs. <br /> 10.5 Severability. If any term or provision of this Agreement or the application <br /> thereof to any person or circumstance shall, to any extent, be held invalid or <br /> unenforceable for the remainder of this Agreement, then the application of such term or <br /> provision to persons or circumstances other than those as to which it is held invalid or <br /> unenforceable shall not be affected, and every other term and provision of this Agreement <br /> shall be deemed valid and enforceable to the extent permitted by law. <br /> 10.6 Availability of Funds. The obligations of the COUNTY under this Agreement <br /> are subject to the availability of funds lawfully appropriated for its purpose by the Board <br /> of County Commissioners of Indian River County. <br /> 10.7 No Pledge of Credit. The Consultant shall not pledge the COUNTY's credit <br /> or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, <br /> lien or any form of indebtedness. <br /> 9 <br /> F'\Utilities\UTILITY-Engineering\ASSET MANAGEMENT\Agenda\Arcadis Consulting Agreement docx <br />